THIS FACILITY AGREEMENT (this “Agreement”) is dated 04 June 2020 and made BETWEEN:

PARTY_2_NAME, a company incorporated under the laws of  with its registered office at PARTY_2_ADDRESS_SINGLE_LINE (the “Borrower”); and

PARTY_1_NAME with its registered office at PARTY_1_ADDRESS_SINGLE_LINE (the “Lender”).

IT IS AGREED as follows:

1    DEFINITIONS AND INTERPRETATION

1.1    Definitions
In this Agreement:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Authorisation” means:
(a)    an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration required by any Governmental Agency or any law or regulation; or
(b)    in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

“Availability Period” means the period from and including the date of this Agreement to and including AVAILABILITYPERIOD.
    “Available Commitment” means the Lender's Commitment minus:
(a)    the amount of any outstanding Loans; and
(b)    in relation to any proposed Utilisation, the amount of any Loans that are due to be made on or before the proposed Utilisation Date.
     “Break Costs” means the amount (if any) by which:
(a)    the interest which the Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
exceeds:
(b)    the amount of interest which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the [London] interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in BUSINESSDAYS [and (in relation to any date for payment or purchase of United Stated dollars) New York City].

“Commitment” means CURRENCYCOMMITMENT to the extent not cancelled, reduced or transferred by it under this Agreement.

“Confidential Information” means all information relating to the Borrower the Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as the Lender or which is received by the Lender in relation to the Finance Documents or the Facility from any member of the Group or any of its advisers in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
(a)    is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 23 (Disclosure of information); or
(b)    is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
(c)    is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group  and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Default” means an Event of Default or any event or circumstance specified in Clause 20 (Events of Default) which would (with the expiry of a grace period, lapse of time, the fulfilment of any condition, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Lender.

“Disruption Event” means either or both of:
(a)    a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and
(b)    the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i)    from performing its payment obligations under the Finance Documents; or
(ii)    from communicating with other Parties in accordance with the terms of the Finance Documents,
    and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
    “Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:
(a)    air (including air within natural or man-made structures, whether above or below ground);
(b)    water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
(c)    land (including land under water).

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law in any jurisdiction in which any member of the Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants, the conditions of the workplace, or the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.]

“Event of Default” means any event or circumstance specified as such in Clause 20 (Events of Default).

“Facility” means the term loan facility made available under this Agreement as described in Clause 3 (The Facility).

“Facility Office” means the office or offices notified by the Lender to the Borrower in writing as the office or offices through which it will perform its obligations under this Agreement.

“Final Repayment Date” means REPAYMENTDATE.

“Finance Document” means this Agreement, any Utilisation Request any other document designated as such by the Lender and the Borrower.

“Financial Indebtedness” means any indebtedness for or in respect of:
(a)    moneys borrowed;
(b)    any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c)    any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d)    the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;
(e)    receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f)    any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(g)    any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
(h)    shares which are expressed to be redeemable;
(i)    any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
(j)    the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

“GAAP” means generally accepted accounting principles and practices in GAAP.

“Governmental Agency” means any government or any governmental agency, semi-governmental, intergovernmental, supranational or judicial entity, body, agency, department, or regulatory, self-regulatory or other or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Group” means the Borrower and its Subsidiaries from time to time.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).


“Loan” means, as the context requires, a loan made or to be made under the Facility or the principal amount outstanding at any time of that loan.

“Margin” means INTERESTRATE per cent. per annum.

“Material Adverse Effect” means a material adverse effect on or material adverse change in:
    (a)     the business, operations, assets, property, condition or prospects (financial or otherwise) of the Borrower;
    (b)     the ability of any of the Borrower to perform its obligations under the Finance Documents; or
    (c)     the validity, legality or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to, or the rights or remedies of the Lender, under the Finance Documents.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
(a)    subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b)    if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c)    if an Interest Period begins on the last Business Day of a calendar month and, consistent with the terms of this Agreement, that Interest Period is to be of a duration equal to a whole number of months, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
The above rules will apply only to the last Month of any period.

"New Lender" has the meaning given to that term in Clause 21 (Assignment and Transfers by the Lender).

“Original Financial Statements” means:
(a)    in relation to the Borrower, the audited consolidated financial statements of the Group for the financial year ended AUDIT_END_DATE; and
(b)    in relation to the Borrower, its audited financial statements for its financial year ended FINANCIAL_END_DATE.

“Party” means a party to this Agreement.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, [two [London] Business Days before the first day of that period] unless market practice differs in the [London] interbank market in which case the Quotation Day will be determined by the Lender in accordance with market practice in the [London] interbank market (and if quotations would normally be given by leading banks in the [London] interbank market on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Property.

“Relevant Jurisdiction” means, in relation to the Borrower:
(a)    its jurisdiction of incorporation; and
(b)    any jurisdiction where it conducts its business.

“Repayment Date” means each date set out in Clause 7.1 (Repayment of Loans).

“Repeating Representations” means each of the representations set out in Clauses 17.1 (Status) to 17.4 (Power and Authority), 17.6 (Governing Law and Enforcement), 17.9 (No Default) 17.11 (Financial Statements) to 17.13 (No proceedings pending or threatened), 17.14 (Authorised signatories).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Security” means:
    (a)    a mortgage, charge, pledge, lien or other security interest securing any obligation of any person;
    (b)    any title retention arrangement;
    (c)    any right, interest, agreement, notice or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts or not repayable in certain circumstances;
    (d)    any third party right or interest or any right arising as a consequence of the enforcement of a judgment; or
    (e)    any other agreement, notice or arrangement having a similar effect,
    or any agreement or arrangement to create any of them or allow them to exist.

“Subsidiary” means, in relation to any company or corporation, a company or corporation:
(a)    which is controlled, directly or indirectly, by the first mentioned company or corporation;
(b)    more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or
(c)    which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,
and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty, interest or other amount payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Deduction" has the meaning given to such term in Clause 12.1 (Tax definitions).

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 2 (Requests).

2    CONSTRUCTION

2.1    Construction
(a)    Unless a contrary indication appears, any reference in a Finance Document to:
(i)    the “Lender”, the “Borrower”, or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;
(ii)    “assets” or “property” includes present and future properties, revenues and rights of every description;
(iii)    one person being “controlled” by another means that that other person (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove the majority of the members of the governing body of that person or otherwise controls or has the power to control the affairs and policies of that person, and “control” shall be construed accordingly;
(iv)    a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated or replaced;
(v)    “guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(vi)    “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);
(vii)    “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(viii)    a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
(ix)    a “regulation” includes any regulation, rule, treaty, official directive, requirement, request, guideline or policy (whether or not having the force of law) of any Governmental Agency (and, if not having the force of laws, with which responsible entities in the position of the relevant Party would normally comply);
(x)    a provision of law or regulation  is a reference to that provision as consolidated, amended, re-enacted or replaced;
(xi)    a time of day is a reference to COUNTRY_TIME time;
(xii)    “law” means common law, principles of equity and laws made by legislative council (and law made by legislative council include statutes, statutory instruments and other instruments under them);
(xiii)    the words “including”, “for example” or “such as” when introducing an example do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
(xiv)    a “derivative transaction” includes any derivative transaction entered in connection with protection against, or benefit from, fluctuation in any rate or price;
(xv)    any thing (including an amount) is a reference to the whole and each part of it; and
(xvi)    “know your customer checks” means any “know your customer” or other identification checks or procedures under any law or regulation.
(b)    Clause and Schedule headings are for ease of reference only.
(c)    Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(d)    A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.
(e)    Where this Agreement specifies an amount in a given currency (the “specified currency”) “or its equivalent”, the “equivalent” is a reference to the amount of any other currency which, when converted into the specified currency utilising the Lender's spot rate of exchange for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.
(f)    In the Finance Documents, the singular includes the plural and vice versa.

2.2    Third party rights
A person who is not a Party has no rights to enjoy the benefit of any term of this Agreement.

2.3    Currency Symbols and Definitions
[“US$” and “United States dollars” denote the lawful currency of the United States of America.]/[“CURRENCY” denote the lawful currency of JURISDICTION_STATE.]

3    THE FACILITY

3.1    The Facility
Subject to the terms of this Agreement, the Lender makes available to the Borrower a [United States dollar / CURRENCY] term loan facility in an aggregate amount equal to the Commitment.

4    PURPOSE

4.1    Purpose
The Borrower shall apply all amounts borrowed by it under the Facility towards PURPOSE.

4.2    Monitoring
The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

5    CONDITIONS OF UTILISATION

5.1    Initial conditions precedent
The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and substance satisfactory to the Lender.  The Lender shall notify the Borrower promptly upon being so satisfied.

5.2    Further conditions precedent
The Lender will be obliged to comply with Clause 6.4 (Availability of Loans) only if on the date of the Utilisation Request and on the proposed Utilisation Date:
(a)    no Default is continuing or would result from the proposed Loan; and
(b)    the Repeating Representations to be made by the Borrower are true in all material respects.

5.3    Maximum number of Loans
The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than MAXIMUM_LOAN_NUMBER Loans would be outstanding.

6    UTILISATION

6.1    Delivery of a Utilisation Request
The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than UTILISATION_TIME UTILISATION_DATE before Utilisation Date.

6.2    Completion of a Utilisation Request
(a)    Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i)    the proposed Utilisation Date is a Business Day within the Availability Period;
(ii)    the currency and amount of the Utilisation comply with Clause 6.3 (Currency and amount); and
(iii)    the proposed Interest Period complies with Clause 10 (Interest Periods).
(b)    Only one Loan may be requested in each Utilisation Request.

6.3    Currency and amount
(a)    The currency specified in a Utilisation Request must be CURRENCY.
(b)    The amount of the proposed Loan must be an amount which is not more than the Available Commitment and which is a minimum of CURRENCYMIN_LOAN (and an integral multiple of CURRENCYINTEGRAL_LOAN) or, if less, the Available Commitment.

6.4    Availability of Loans
If the conditions set out in this Agreement have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

6.5    Cancellation of Available Facility
The Commitments which, at that time, are unutilised shall be immediately cancelled at 5:00 p.m. on the last day of the Availability Period.

7    REPAYMENT

7.1    Repayment of Loans
(a)    [The Borrower shall repay the aggregate Loans in full on the Final Repayment Date.]
[The Borrower shall repay the aggregate Loans in instalments by repaying on each Repayment Date an amount which reduces the amount of the outstanding Loans by an amount equal to [*] per cent of all the outstanding Loans as at close of business in JURISDICTION_STATE on the last day of the Availability Period.

7.2    Reborrowing
The Borrower may not reborrow any part of the Facility which is repaid.

8    PREPAYMENT AND CANCELLATION

8.1    Illegality
If, at any time, it is or will become unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain any Loan:
(a)    the Lender shall promptly notify the Borrower upon becoming aware of that event;
(b)    upon the Lender notifying the Borrower, the Commitment will be immediately cancelled; and
(c)    the Borrower shall repay the Loans on the last day of the Interest Period for each Loan occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

8.2    Voluntary cancellation
(a)    The Borrower may, if it gives the Lender not less than CANCELLATION_AMOUNT Business Days (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part of the Available Commitment by reducing the Available Commitment to zero or by such amount (being a minimum amount of CURRENCYCANCELLATION_AMOUNT and an integral multiple of CURRENCYCANCELLATION_INTEGRAL) as the Borrower may specify in such notice.  
(b)    If the Borrower reduces the whole or any part of the Available Commitment under the Facility, the amount of each repayment instalment for each Repayment Date after the date of reduction shall reduce in inverse chronological order by the amount cancelled.

8.3    Voluntary prepayment of Loans
(a)    The Borrower may, if it gives the Lender not less than PREPAY_DAYS Business Days' (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of CURRENCYPREPAY_LOAN and an integral multiple of CURRENCYPREPAY_INTEGRAL).
(b)    A Loan may be prepaid only after the last day of the Availability Period (or, if earlier, the day on which the Available Commitment is zero).
(c)    Any prepayment under this Clause 8.4 shall satisfy the obligations under Clause 7.1 (Repayment of Loans) in inverse chronological order.

8.4    Restrictions
(a)    Any notice of cancellation, repayment or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation, repayment or prepayment.
(b)    Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
(c)    The Borrower may not reborrow any part of the Facility which is repaid or prepaid.
(d)    The Borrower shall not repay or prepay all or any part of any Loan or reduce any Commitment except at the times and in the manner expressly provided for in this Agreement.
(e)    If any Commitment is reduced in accordance with this Agreement, the amount of such reduction may not be subsequently reinstated.
(f)    If all or part of a Loan is repaid or prepaid and is not available for redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

8.5    Application of repayments and prepayments 
(a)    If the Borrower repays or prepays the whole or any part of a Loan under this Clause 8, the Commitments shall reduce by an amount equal to the amount repaid or prepaid.
(b)    If the Borrower repays or prepays the whole or any part of a Loan under this Clause 8, the amount of each repayment instalment for each Repayment Date after the date of the repayment or prepayment will reduce, in inverse chronological order, by the amount repaid or prepaid.

9    INTEREST

9.1    Calculation of interest
The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
(a)    Margin; and
(b)    [LIBOR].

9.2    Payment of interest
The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period applicable to that Loan (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).

9.3    Default interest
(a)    If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraphs (b) and (c) below, DEFAULTINTEREST per cent. higher than the highest rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Borrower on demand by the Lender.
(b)    If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:
(i)    the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
(ii)    the rate of interest applying to the Unpaid Sum during that first Interest Period shall be DEFAULTINTEREST per cent. higher than the rate which would have applied if the Unpaid Sum had not become due.
(c)    Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

9.4    Notification of rates of interest
The Lender shall promptly notify the Borrower of the determination of a rate of interest under this Agreement.

10    INTEREST PERIODS

10.1    Selection of Interest Periods
(a)    The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.
(b)    An Interest Period for a Loan shall not extend beyond the Final Repayment Date.
(c)    Each Interest Period for a Loan shall start on the Utilisation Date or (if a Loan has already been made) on the last day of the preceding Interest Period of such Loan.

10.2    Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.3    Consolidation and division of Loans
If the Interest Periods of two or more Loans end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

11    CHANGES TO THE CALCULATION OF INTEREST

11.1    Market disruption
(a)    Subject to any alternative basis agreed and consented to as contemplated by paragraphs (a) and (b) of Clause 11.2 (Alternative basis of interest or funding), if a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:
(i)    the Margin; and
(ii)    the percentage rate per annum notified to the Borrower by the Lender as soon as practicable and in any event not later than five Business Days before interest is due to be paid in respect of that Interest Period (or such later date as may be acceptable to the Lender), as the cost to the Lender of funding that Loan from whatever source(s) it may reasonably select.
(b)    In relation to a Market Disruption Event under paragraph (c) below, if the percentage rate per annum notified by the Lender pursuant to paragraph (a)(ii) above shall be less than [LIBOR] or if the Lender shall fail to notify the Borrower of any such percentage rate per annum, the cost to the Lender of funding the relevant Loan for the relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be [LIBOR].
(c)    In this Agreement “Market Disruption Event” means at 5:00 p.m. (COUNTRY_TIME time) on the Business Day immediately following the Quotation Day for the relevant Interest Period, the Borrower receives notifications from the Lender that the cost to it or them of obtaining matching deposits in the [London] interbank market would be in excess of [LIBOR].
(d)    If a Market Disruption Event shall occur, the Lender shall promptly notify the Borrower thereof.

11.2    Alternative basis of interest or funding
(a)    If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
(b)    Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of the Lender and the Borrower, be binding on all Parties.
(c)    For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

11.3    Break Costs
(a)    The Borrower shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.
(b)    The Lender shall, as soon as reasonably practicable after a demand by the Borrower, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

12    TAX GROSS UP AND INDEMNITIES

12.1    Tax definitions
(a)    In this Clause 12:
“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
“Tax Payment” means an increased payment made by the Borrower to the Lender under Clause

12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).
(b)    Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2    Tax gross-up
(a)    All payments to be made by the Borrower to the Lender under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Lender receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.
(b)    The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly.  Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to the Lender. 
(c)    If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(d)    Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3    Tax indemnity
(a)    Without prejudice to Clause 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three Business Days of demand of the Lender, promptly indemnify the Lender against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to:
(i)    any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or
(ii)    any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located.
(b)    If the Lender makes or intends to make a claim under paragraph (a) above, it shall promptly notify the Borrower of the event which will give, or has given, rise to the claim.

12.4    Tax credit
If the Borrower makes a Tax Payment and the Lender determines that:
(a)    a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
(b)    the Lender has obtained and utilised that Tax Credit,
the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

12.5    Stamp taxes
The Borrower shall:
(a)        pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; and
(b)        within three Business Days of demand, indemnify the Lender against any cost, loss or liability the Lender incurs in relation to any stamp duty, registration or other similar Taxes payable in respect of any Finance Document.

12.6    Indirect tax
(c)    All amounts set out or expressed in a Finance Document to be payable by any Party to the Lender shall be deemed to be exclusive of any Indirect Tax.  If any Indirect Tax is chargeable on any supply made by the Lender to any Party in connection with a Finance Document, that Party shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.
(d)    Where a Finance Document requires any Party to reimburse the Lender for any costs or expenses, that Party shall also at the same time pay and indemnify the Lender against all Indirect Tax incurred by the Lender in respect of the costs or expenses to the extent the Lender reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

13    INCREASED COSTS

13.1    Increased costs
(a)    Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:
(i)    the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
(ii)    compliance with any law or regulation
made after the date of this Agreement. The terms “law” and “regulation” in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax and capital requirements, leverage ratio, liquidity standards or other standards, rules or requirements under or following Basel III as published by the Basel Committee on Banking Supervision (as amended, supplement restated)).
(b)    In this Agreement “Increased Costs” means:
(i)    a reduction in the rate of return from the Facility or on the Lender's (or its Affiliate's) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Lender);
(ii)    an additional or increased cost; or
(iii)    a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by the Lender of any of its obligations under any Finance Document or any participation of the Lender in any Loan or Unpaid Sum.
(c)    In this Agreement “Basel III” means:
(i)    the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(ii)    the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(iii)    any further guidance or standards published by the Basel Committee on Banking Supervision relating to or known as "Basel III".

13.2    Increased cost claims
If the Lender intends to make a claim pursuant to Clause 13.1 (Increased costs), it shall notify the Borrower of the event giving rise to the claim.

13.3    Exceptions
(a)    Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:
(i)    attributable to a Tax Deduction required by law to be made by the Borrower;
(ii)    compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because the exclusion in paragraph (a) of Clause 12.3 (Tax indemnity) applied);
(iii)    attributable to the wilful breach by the Lender or its Affiliates of any law or regulation; or
(b)    In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Tax definitions).

14    MITIGATION BY THE LENDER

14.1    Mitigation
(a)    The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased costs), including:
(i)    providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and]
(ii)    in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
(b)    Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

14.2    Limitation of liability
(a)    The Borrower shall promptly indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 14.1 (Mitigation).
(b)    The Lender is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

14.3    Conduct of business by the Lender
No provision of this Agreement will:
(a)    interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)    oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c)    oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

15    OTHER INDEMNITIES

15.1    Currency indemnity
(a)    If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:
(i)    making or filing a claim or proof against the Borrower; or
(ii)    obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
(iii)    the Borrower shall as an independent obligation, within three Business Days of demand, indemnify the Lender to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
(b)    The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
(c)    Payment of an amount in a currency other than the due currency does not discharge the amount except to the extent of the amount of the due currency actually obtained when the recipient converts the amount received into the due currency.

15.2    Other indemnities
The Borrower shall, within three Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:
(a)    the occurrence of any Event of Default;
(b)    the information produced or approved by the Borrower being or being alleged to be misleading and/or deceptive in any respect (including by omission);
(c)    any enquiry, investigation, subpoena, summons (or similar order), litigation, arbitration or administrative proceedings before any court, arbitral body or agency  with respect to the Borrower or with respect to the transactions contemplated or financed under this Agreement;
(d)    a failure by the Borrower to pay any amount due under a Finance Document on its due date or in the relevant currency;
(e)    funding, or making arrangements to fund a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone);
(f)    a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or
(g)    the exercise of any of the rights, powers, discretions and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or by law.

15.3    Indemnity to the Lender
The Borrower shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender (acting reasonably) as a result of:
(a)    investigating any event which it reasonably believes is a Default;
(b)    acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(c)    instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement and the other Finance Documents.

16    COSTS AND EXPENSES

16.1    Transaction expenses
The Borrower shall, within three Business Days of demand, pay the Lender the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender, any Receiver or Delegate in connection with the negotiation, preparation, registration, printing and execution of:
(a)    this Agreement and any other documents referred to in this Agreement; and
(b)    any other Finance Documents.

16.2    Amendment costs
If (a) the Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 25.9 (Change of currency), the Borrower shall, within three Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender, any Receiver or Delegate in responding to, evaluating, negotiating or complying with that request or requirement.

16.3    Enforcement and preservation costs
The Borrower shall, within three Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

17    REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 17 to the Lender on the date of this Agreement and, in the case of the Repeating Representations on the other dates set out in Clause 17.19 (Repetition).

17.1    Status
(a)    It is a limited liability corporation, duly incorporated and validly existing under the laws, in the case of the Borrower, of .
(b)    Each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
(c)    It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

17.2    Binding obligations
Subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered in accordance with Clause 5 (Conditions of Utilisation) the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.

17.3    Non-conflict with other obligations
The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:
(a)    any law or regulation applicable to it;
(b)    its constitutional documents; or
(c)    any agreement or instrument binding upon it or any of its  assets.

17.4    Power and authority
It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

17.5    Validity and admissibility in evidence
All Authorisations required or desirable:
(i)    to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party;
(ii)    to ensure the Finance Documents to which it is a party are legal, valid, binding and enforceable, and admissible in evidence in its Relevant Jurisdiction; and
(iii)    for it to carry on its business, and which are material,
have been obtained or effected and are in full force and effect.

17.6    Governing law and enforcement
(a)    The choice of the laws of JURISDICTION_STATE as the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdiction.
(b)    Any judgment obtained in JURISDICTION_STATE in relation to a Finance Document will be recognised and enforced in its Relevant Jurisdiction.

17.7    Deduction of Tax
It is not required under the law applicable where it is incorporated or resident or at the address specified in this Agreement to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

17.8    No filing or stamp taxes
It is not necessary under the laws of its Relevant Jurisdictions that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar tax or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

17.9    No default
(a)    No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.
(b)    No other event or circumstance is outstanding which constitutes a default under any law or regulation, agreement or instrument which is binding on it or to which its assets are subject which might reasonably be expected to have a Material Adverse Effect.

17.10    No misleading information
(a)    Any factual information provided by or on behalf of the Borrower or any member of the Group in connection with the Facility or otherwise provided in writing in connection with the Finance Documents or the transactions they contemplate (excluding financial projections) was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
(b)    Any financial projections provided by or on behalf of the Borrower or any other member of the Group have been prepared by appropriately qualified persons on the basis of recent historical information and on the basis of reasonable assumptions.
(c)    In relation to any other information provided in writing in connection with the Finance Documents or the transactions they contemplate, nothing has occurred or been omitted, and no information has been given or withheld that results in the information provided being untrue or misleading in any material respect.
(d)    All information supplied by any member of the Group was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect.

17.11    Financial statements
(a)    Its financial statements most recently supplied to the Lender (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.
(b)    Its financial statements most recently supplied to the Lender (which, at the date of this Agreement, are the Original Financial Statements) give a true and fair view of its financial condition and operations during the relevant financial year save to the extent expressly disclosed in such financial statements.
(c)    There has been no material adverse change in its assets, business or financial condition of the Borrower (or the assets, business or consolidated financial condition of the Group) since the date to which its most recent financial statements given to the Lender were prepared.

17.12    Pari passu ranking
Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

17.13    No proceedings pending or threatened
No litigation, arbitration or administrative proceedings of or before any court, arbitral body or Governmental Agency affecting it or any of its Subsidiaries or their assets which, if adversely determined, might reasonably be expected to have a Material Adverse Effect (either alone or together with other decisions) have (to the best of its knowledge and belief) been started or threatened against it .

17.14    Authorised signatures
Each person specified as its authorised signatory under Schedule 1 (Conditions precedent) or Clause 18.3(e) (Information: miscellaneous) is authorised to sign all Utilisation Requests (in the case of the Borrower only) and other notices on its behalf under or in connection with the Finance Documents.

17.15    Benefit
It benefits by entering into the Finance Documents to which it is a party.

17.16    No immunity
Neither it nor any of its Subsidiaries or their assets has immunity from the jurisdiction of a court or from legal process.

17.17    Environmental laws
        (a)    Each member of the Group is in compliance with Clause 19.8 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or an extent which has or is reasonably likely to have a Material Adverse Effect.
        (b)    No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, to have a Material Adverse Effect.

17.18    Anti-corruption law
Each member of the Group has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

17.19    Repetition
The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

17.20    Reliance
The Borrower acknowledges that the Finance Parties have entered into the Finance Documents in reliance on the representations and warranties in this Clause 17.

18    INFORMATION UNDERTAKINGS

The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1    Financial statements
The Borrower shall supply to the Lender:
(a)    as soon as the same become available, but in any event within AUDITEDSTATEMENT_DAYS days after the end of each of its financial years its audited financial statements for that financial year.
(b)    as soon as the same become available, but in any event within FINANCIALS_DATE days after the end of the first half of each of its financial years its financial statements for that financial half year.

18.2    Requirements as to financial statements
Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as giving a true and fair view of its financial condition as at the date as at which those financial statements were drawn up.

18.3    Information: miscellaneous
The Borrower shall supply to the Lender:
(a)    all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
(b)    promptly, any announcement, notice or other document relating specifically to the Borrower posted onto any electronic website maintained by any stock exchange on which shares in or other securities of the Borrower are listed or any electronic website required by any such stock exchange be maintained by or on behalf of the Borrower;
(c)    promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which might, if adversely determined, reasonably be expected to have a Material Adverse Effect (either alone or together with other such adverse determinations);
(d)    promptly, such further information regarding the financial condition, business and operations of any member of the Group as the Lender may reasonably request; and
(e)    promptly, notice of any change in authorised signatories of the Borrower signed by a director or company secretary of the Borrower (whose specimen signature has previously been provided to the Lender) accompanied by specimen signatures of any new authorised signatories.

18.4    Notification of default
(a)    The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
(b)    Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.5    Use of websites
(a)    The Borrower may satisfy its obligation under this Agreement to deliver any information by posting information onto an electronic website designated by the Borrower and the Lender (the “Designated Website”) if:
(i)    the Lender expressly agrees that it will accept communication of the information by this method;
(ii)    both the Borrower and the Lender are aware of the address of and any relevant password specifications for the Designated Website; and
(iii)    the information is in a format previously agreed between the Borrower and the Lender.
If the Lender does not agree to the delivery of information electronically, then the Lender shall notify the Borrower accordingly and the Borrower shall supply the information to the Lender in paper form.  In any event the Borrower shall supply the Lender with at least one copy in paper form of any information required to be provided by it.
(b)    The Borrower shall promptly upon becoming aware of its occurrence notify the Lender if:
(i)    the Designated Website cannot be accessed due to technical failure;
(ii)    the password specifications for the Designated Website change;
(iii)    any new information which is required to be provided under this Agreement is posted onto the Designated Website;
(iv)    any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
(v)    the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software. 
If the Borrower notifies the Lender under paragraph (b)(i) or paragraph (b)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form.

18.6    “Know your customer” checks
The Borrower shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or on behalf of any prospective new Lender)) in order for the Lender or any prospective new Lender to conduct any and be satisfied it has complied with all necessary “know your customer” or other similar procedures under applicable laws and regulations.

18.7    Access to books and records
Upon the request of the Lender, the Borrower shall provide the Lender and any of its representatives, professional advisers and contractors with access to and permit inspection by them of the assets, premises, books and records of any member of the Group in each case at reasonable times and upon reasonable notice.

19    GENERAL UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1    Authorisations
The Borrower shall promptly:
(a)    obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b)    supply certified copies to the Lender of,
any Authorisation required or desirable under any law or regulation of a Relevant Jurisdiction to enable it to perform its obligations under the Finance Documents, to ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document and to carry on its business.

19.2    Compliance with laws
The Borrower shall comply in all respects with all laws and regulation (including laws and regulations relating to the Environment) to which it or its assets may be subject, if failure so to comply has, or is likely to have a Material Adverse Effect.

19.3    Pari passu ranking
The Borrower shall ensure that its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.4    Negative pledge
In this Clause 19.4, “Quasi Security” means an arrangement or transaction described in paragraph (b) below.
(a)    The Borrower shall not (and shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b)    The Borrower shall not (and the shall ensure that no other member of the Group will):
(i)    sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Borrower;
(ii)    sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii)    enter into or permit to subsist any title retention arrangement;
(iv)    enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(v)    enter into or permit to subsist any other preferential arrangement having a similar effect,
in circumstances where the arrangement or transaction is entered into primarily as a method of raising or securing Financial Indebtedness or of financing the acquisition of an asset.
(c)    Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:
(i)    any Security or Quasi-Security created or subsisting with the prior consent of the Lender; or
(ii)    any Security or Quasi-Security created pursuant to any Finance Document.

19.5    Disposals
(a)    The Borrower shall not (and shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, license, transfer or otherwise dispose of any asset or any interest in any asset.
(b)    Paragraph (a) above does not apply to any sale, lease, license, transfer or other disposal on arm’s length terms made with the prior consent of the Lender; or

19.6    Merger
The Borrower shall not (and shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction.

19.7    Change of business
The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group from that carried on at the date of this Agreement.

19.8    Environmental Compliance
The Borrower shall (and the Borrower shall ensure that each member of the Group will) comply in all material respects with all Environmental Law, obtain and maintain any Environmental Permits, implement procedures to monitor compliance with and to prevent liability thereunder and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Permits.

19.9    Environmental Claims
The Borrower shall inform the Lender in writing as soon as reasonably practicable upon becoming aware of:
(a)    any Environmental Claim which has been commenced, is pending or (to the best of such the Borrower’s knowledge and belief) is threatened against any member of the Group, or
(b)    any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against any member of the Group,
in each case where such Environment Claim might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

19.10    Acquisitions
The Borrower shall not (and the Borrower shall ensure that no other member of the Group will) acquire any company, business, assets or undertaking or make any investment.

19.11    Loans and Guarantees
The Borrower shall not (and the Borrower shall ensure that no member of the Group will) make or allow to subsist any loans, grant any credit (save in the ordinary course of business) or give or allow to remain outstanding any guarantee or indemnity (except as required under any of the Finance Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.

19.12    Insurance
(a)    The Borrower shall (and the Borrower shall ensure that each member of the Group will) maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.
(b)    All insurances must be with reputable independent insurance companies or underwriters.

19.13    Constitution
The Borrower shall not (and the Borrower shall ensure that no member of the Group will) amend its constitution in any material respect except with the prior consent of the Lender.

19.14    Incurring Financial Indebtedness
(a)    The Borrower shall not (and the Borrower shall ensure that no member of the Group will) incur or permit to subsist any Financial Indebtedness.
(b)    Clause 19.14(a) does not apply to any Financial Indebtedness:
(i)    incurred or subsisting under a Finance Document; or
(ii)    incurred or subsisting with the prior consent of the Lender.

19.15    Taxation
(a)    The Borrower shall (and the Borrower shall ensure that each member of the Group will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:
(i)    such payment is being contested in good faith;
(ii)    adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Lender under Clause 18.1 (Financial Statements); and
(iii)    such payment can be lawfully withheld.
(b)    No member of the Group may change its residence for Tax purposes.

19.16    Anti-corruption law
The Borrower shall (and the Borrower shall ensure that each other member of the Group will):
(a)    conduct its businesses in compliance with applicable anti-corruption laws; and
(b)    maintain policies and procedures designed to promote and achieve compliance with such laws.

20    EVENTS OF DEFAULT

Each of the events or circumstances set out in the following sub-clauses of this Clause 20 (other than 20.13 (Acceleration)) is an Event of Default.

20.1    Non-payment
The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless its failure to pay is caused by:
(i)    administrative or technical error; or
(ii)    a Disruption Event; and

20.2    Other obligations
(a)    The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 20.1 (Non-payment).
(i)    No Event of Default under paragraph (a) above in relation to Clause 29.1 (Authorisations), 19.2 (Compliance with laws), 19.8 (Environmental compliance), or 19.9 (Environmental claims), 19.12 (Insurance) or 20.15 (Taxation) will occur if the failure to comply is capable of remedy and is remedied within EOD_DAYS_REMEDY Business Days of the earlier of (A) the Lender giving notice to the Borrower or (B) the Borrower becoming aware of the failure to comply.
(b)    Any condition attached to any waiver or consent given under this Agreement is not fulfilled.

20.3    Misrepresentation
Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower  under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

20.4    Cross default
(a)    Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.
(b)    Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
(c)    Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).
(d)    Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).
(e)    No Event of Default will occur under this Clause 20.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than CURRENCYFINANCIAL_INDEBTEDNESS_AMOUNT (or its equivalent in any other currency or currencies).

20.5    Insolvency
(a)    A member of the Group or the Borrower is or is presumed or deemed under applicable law to be unable to pay or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
(b)    The value of the assets of any member of the Group or the Borrower is less than its liabilities (taking into account contingent and prospective liabilities).
(c)    A moratorium is declared in respect of any indebtedness of any member of the Group or the Borrower .

20.6    Insolvency proceedings
Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(a)    the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group or the Borrower other than a solvent liquidation or reorganisation of any member of the Group which is not the Borrower.
(b)    a composition, compromise, assignment or arrangement with any creditor of any member of the Group or the Borrower , or an assignment for the benefit of creditors generally of any member of the Group or the Borrower or a class of such creditors;
(c)    the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not the Borrower ), receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or the Borrower or any of its assets; or
(d)    enforcement of any Security over any assets of any member of the Group or the Borrower,
or any analogous procedure or step is taken in any jurisdiction.

20.7    Creditors' process
Any expropriation, attachment, sequestration, distress or execution or any analogous procedure in any jurisdiction affects any asset or assets of the Borrower.

20.8    Ownership of the Borrower
There is any change to the shareholding of the Borrower.

20.9    Unlawfulness
It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

20.10    Repudiation
The Borrower (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

20.11    Material adverse change
Any event or circumstance occurs which, in the opinion of the Lender, has or is likely to have a Material Adverse Effect.

20.12    Default under other Finance Document
An event occurs which is called an “event of default” under any Finance Document other than this Agreement.

20.13    Acceleration
On and at any time after the occurrence of an Event of Default the Lender may by notice to the Borrower:
(a)    without prejudice to the participations of the Lender in any Loans then outstanding:
(i)    cancel the Commitments (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero); or
(ii)    cancel any part of any Commitment (and reduce such Commitment accordingly), whereupon the relevant part shall immediately be cancelled (and the relevant Commitment shall be immediately reduced accordingly); and/or
(b)    declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or
(c)    declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.

21    CHANGES TO THE LENDER

21.1    Assignments and transfers by the Lender
Subject to this Clause 21, the Lender (the “Existing Lender”) may:
(a)    assign any of its rights; or
(b)    transfer by novation any of its rights and obligations,
under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (including credit derivatives) (the “New Lender”).

21.2    Conditions of assignment or transfer
(a)    The consent of the Borrower is required for any assignment or transfer by the Existing Lender of any of its rights and obligations under the Finance Documents, unless:
(i)    the assignment or transfer is to an Affiliate of the Lender;
(ii)    the assignment of transfer is made at a time when an Event of Default is continuing; or
(iii)    the assignment of transfer is to a securitisation or funding vehicle where the Lender remains lender or record.
(b)    If:
(i)    the Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii)    as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or the Lender acting through its new Facility Office under Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased costs),
then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 
(c)    The Lender may not assign or transfer any of its rights or obligations under the Finance Documents or change its Facility Office, if the New Lender or the Lender acting through its new Facility Office would be entitled to exercise any rights under Clause 8.1 (Illegality) as a result of circumstances existing at the date the assignment, transfer or change is proposed to occur.
(d)    The Lender may not transfer any of its obligations during the period from when a Utilisation Request is delivered until the Business Day after the Utilisation Date specified in that Utilisation Request.

21.3    Limitation of responsibility of Existing Lender
(a)    Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender for:
(i)    the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
(ii)    the financial condition of the Borrower ;
(iii)    the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv)    the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document.
(b)    The New Lender confirms to the Existing Lender that it:
(i)    has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower  and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii)    will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c)    Nothing in any Finance Document obliges the Existing Lender to:
(i)    accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause ‎21; or
(ii)    support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

21.4    Security over Lenders' rights
In addition to the other rights provided to the Lender under this Clause 21, the Lender may without consulting with or obtaining consent from the Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:
(a)    any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b)    in the case of the Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
except that no such charge, assignment or Security shall:
(c)    release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or
(d)    require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance Documents.

21.5    Limitation of responsibility of the Existing Lender
(a)    Unless expressly agreed to the contrary, the Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i)    the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
(ii)    the financial condition of the Borrower or any other person;
(iii)    the performance and observance by the Borrower or any other person of its obligations under the Finance Documents or any other documents; or
(iv)    the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,
and any representations or warranties implied by law are excluded.
(b)    Each New Lender confirms to the Existing Lender that it:
(i)    has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities and any other person in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii)    will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities and any other person whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c)    Nothing in any Finance Document obliges the Existing Lender to:
(i)    accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21; or
(ii)    support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower or any other person of its obligations under the Finance Documents or otherwise.

22    CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

23    DISCLOSURE OF INFORMATION

23.1    Disclosure of Confidential Information
The Lender may disclose:
(a)    to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)    to any person:
(i)    to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Representatives and professional advisers;
(ii)    with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one of more Finance Documents and/or the Borrower and to any of that person’s Affiliates, Representatives and professional advisers;
(iii)    appointed by the Lender or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf);
(iv)    who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;
(v)    to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation, or in connection with the registration of Security;
(vi)    to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
(vii)    who is a Party; or
(viii)    with the consent of the Borrower.
in each case, such Confidential Information as the Lender shall consider appropriate if:
    (A)    in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be given has entered into a  confidentiality  undertaking except that there shall be no requirement for a confidentiality undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
    (B)    in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a confidentiality undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
    (C)    in relation to paragraphs (b)(v), (b)(vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances;
(c)    to any person appointed by the Lender or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement in a form agreed between the Borrower and the Lender;
(d)    to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower.

24    CONDUCT OF BUSINESS BY THE LENDER

No provision of this Agreement will:
(a)    interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)    oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c)    oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

25    PAYMENT MECHANICS

25.1    Payments to the Lender
(a)    On each date on which the Borrower is required to make a payment under a Finance Document, the Borrower shall make the same available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds including immediately available funds or same day funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b)    Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Lender specifies.
(c)    Unless a contrary indication appears in a Finance Document, the Borrower satisfies a payment obligation only when the Lender receives the amount.

25.2    Distributions by the Lender
(a)    On each date on which the Lender is required to make a payment under a Finance Document, the Lender shall make the same available to the Borrower for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b)    Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Borrower may notify the Lender in the relevant Utilisation Request.

25.3    Distribution to the Borrower
The Lender may (with the consent of the Borrower or in accordance with Clause ‎27 (Set-off)) apply any amount received by it for the Borrower in or towards payment (in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

25.4    Netting of Payments
Notwithstanding Clause 7.1 (Repayment) or Clause 25.1 (Payments to the Lender) to Clause 25.2 (Distributions by the Lender) or any other provision of the Finance Documents, if on any date an amount (the “first amount”) is to be advanced by the Lender under this Agreement and an amount (the “second amount”) is due from the Borrower to the Lender under the Finance Documents in the same currency, the Lender shall apply the first amount in or towards payments of the second amount. The Lender shall remain obliged to advance any excess (or, as the case may be, the Borrower shall remain liable in respect of any shortfall) in accordance with this Clause 25.3. Nothing in this Clause 25.3 shall be effective to create a charge.

25.5    Partial payments
(a)    If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lender shall apply that payment towards the obligations of the Borrower under the Finance Documents in any order selected by the Lender.
(b)    Paragraph (a) above will override any appropriation made by the Borrower.

25.6    No set-off by the Borrower
All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

25.7    Business Days
(a)    Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b)    During any extension of the due date for payment of any principal or Unpaid Sum under paragraph (a) above, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

25.8    Currency of account
(a)    Subject to paragraphs (b) and (c) below, [United States/CURRENCY] dollar is the currency of account and payment for any sum due from the Borrower under any Finance Document.
(b)    A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.
(c)    Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.
(d)    Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(e)    Any amount expressed to be payable in a currency other than [United States dollar / CURRENCY] shall be paid in that other currency.

25.9    Change of currency
(a)    Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
(i)    any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Borrower); and
(ii)    any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender (acting reasonably).
(b)    If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the [London] interbank market and otherwise to reflect the change in currency.

26    SET-OFF

If a Default is continuing Lender may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

27    NOTICES

27.1    Communications in writing
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

27.2    Addresses
The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is that identified with its name below or any substitute address, fax number or department or officer as the Party may notify to the other Parties by not less than five Business Days' notice.

27.3    Delivery
(a)    Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:
(i)    if by way of fax, only when received in legible form; or
(ii)    if by way of letter, only when it has been left at the relevant address or five Business Days (or ten Business Days if sent overseas) after being deposited in the post postage prepaid in an envelope addressed to it at that address;
and, if a particular department or officer is specified as part of its address details provided under Clause 27.2 (Addresses), if addressed to that department or officer.
(b)    Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified with the Lender's signature below (or any substitute department or officer as the Lender shall specify for this purpose).
(c)    Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to the Borrower.
(d)    Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

27.4    Electronic communication
(a)        Any communication to be made between the Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means, to the extent that the Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if the Parties:
(i)    notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(ii)    notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.
(b)    Any electronic communication made between the Parties will be effective only when actually received in readable form and in the case of any electronic communication made by the Borrower to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
(c)    Any electronic communication or document which becomes effective, in accordance with paragraph (b) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

27.5    English language
(a)    All communications given under or in connection with any Finance Document must be in English.
(b)    All other documents provided under or in connection with any Finance Document must be:
(i)    in English; or
(ii)    if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

28    CALCULATIONS AND CERTIFICATES

28.1    Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

28.2    Certificates and determinations
Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

28.3    Day count convention
Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of [360/365] days or, in any case where the practice in the [London] interbank market differs, in accordance with that market practice. 

29    PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

30    REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of the Lender shall be effective unless it is in writing. No any single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

31    AMENDMENTS AND WAIVERS

31.1    Required consents
Any term of the Finance Documents may be amended or waived only with the consent of the Lender and the Borrower and any such amendment or waiver will be binding on all Parties.

32    COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

33    INDEMNITIES AND REIMBURSEMENT

All indemnities and reimbursement obligations in each Finance Document are continuing and will survive termination of that Finance Document, repayment of the Loans and cancellation or expiry of the Commitments.

34    GENERAL

34.1    Application to Finance Documents
If anything in this Agreement and Clause 23 (Disclosure of Information) is inconsistent with a provision in another Finance Document, then the provision in the other Finance Document prevails to the extent of the inconsistency for the purposes of that Finance Document.

34.2    Consents and waivers
The Borrower shall comply with all conditions in any consent or waiver the Lender gives under or in connection with a Finance Document.

34.3    Discretion in exercising rights
The Lender may exercise a right or remedy or give or refuse its consent under or in connection with a Finance Document in any way it considers appropriate (including by imposing conditions).

34.4    Conflict of interest
The Lender may exercise its rights or remedies under or in connection with a Finance Document even if this involves a conflict of duty or the Lender has a personal interest in their exercise.

34.5    Rights and obligations are unaffected
Rights given to the Lender under or in connection with a Finance Document, and the Borrower’s obligations under it are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise.

34.6    Inconsistent law
To the extent permitted by law, each Finance Document prevails to the extent it is inconsistent with any law.

34.7    Supervening law
Any present or future law which varies the obligations of the Borrower under or in connection with a Finance Document with the result that the Lender’s rights or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

34.8    Further steps
The Borrower shall promptly do anything the Lender asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):
(a)    to enable the Lender to exercise its rights under or in connection with any Finance Document;
(b)    to bind the Borrower and any other person intended to be bound under any Finance Document;
(c)    to enable the Lender to register any power of attorney in any Finance Document or any similar power; or
(d)    to show whether the Borrower is complying with the Finance Documents.

35    GOVERNING LAW

This Agreement and all non-contractual obligations arising out of or in connection with it are governed by the laws of JURISDICTION_STATE.

36    ENFORCEMENT

36.1

This document is governed by and are to be construed in accordance with English Law.

All disputes controversy, difference or claim arising out of or in connection with this document, including any question regarding its existence, validity or termination, or any dispute regarding non-contractual obligations shall be finally settled under the arbitration rules of the London Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The seat of Arbitration shall be London and proceedings shall be conducted in English.

36.3    Waiver of immunities
The Borrower irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:
(a)    suit;
(b)    jurisdiction of any court;
(c)    relief by way of injunction or order for specific performance or recovery of property;
(d)    attachment of its assets (whether before or after judgment); and
(e)    execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).
This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

Conditions Precedent


1.    Borrower   
(a)    A copy of the constitutional documents of the Borrower .
(b)    A copy of a resolution of the board of directors of the Borrower :
(i)    approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii)    resolving that it is in its best interests to execute the Finance Documents to which it is a party;
(iii)    authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;
(iv)    authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(c)    A duly executed copy of each power of attorney authorising an attorney to execute the Finance Documents on behalf of the Borrower ;
(d)    A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(e)    A certificate from the Borrower (signed by a director) confirming that borrowing, guaranteeing or security, as appropriate, the total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on it to be exceeded.
(f)    A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.    Legal opinions
Any legal opinion as required by the Lender.

3.    Other documents and evidence
(a)    Execution and delivery of the Finance Documents (including all notices/documents related to and in connection with the Finance Documents), satisfactory to the Lender (acting reasonably).
(b)    Evidence that any process agent has accepted its appointment if a process agent has been appointed.
(c)    A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
(d)    The Original Financial Statements of the Borrower.
(e)    Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.



SCHEDULE 2
Requests


Part I
Utilisation Request

From:    PARTY_2_NAME
To:    PARTY_1_NAME
Dated:
Dear Sirs
PARTY_2_NAME – Facility Agreement dated 04 June 2020 (the “Facility Agreement”)

1.    We refer to the Facility Agreement.  This is a Utilisation Request.  Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.
2.    We wish to borrow a Loan on the following terms:
Proposed Utilisation Date:    [      ] (or, if that is not a Business Day, the next Business Day)
Amount:    [       ] or, if less, the Available Commitment
First Interest Period:    [             ]
3.    We confirm that each condition specified in Clause 5.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4.    The proceeds of this Loan should be credited to [insert bank account details].
5.    This Utilisation Request is irrevocable.


Yours faithfully


…………………………………
authorised signatory for
PARTY_2_NAME



 

 
SIGNATURE PAGE



SIGNED by )
for and on behalf of )
 
__________________



Name: PARTY_2_NAME

Address: PARTY_2_ADDRESS_MULTI_LINE

Email: PARTY_2_EMAIL

Attention: PARTY_2_CONTACT


SIGNED by )
for and on behalf of )
 
__________________

Name: PARTY_1_NAME

Address: PARTY_1_ADDRESS_MULTI_LINE

Email: PARTY_1_EMAIL

Attention: PARTY_1_CONTACT